EXHIBIT 24b

                   RESOLUTIONS ADOPTED BY THE
            BOARD OF DIRECTORS OF BROWN & BROWN, INC.

      I,  Laurel  L. Grammig, hereby certify that I am  the  duly
elected  and  qualified Secretary of Brown  &  Brown,  Inc.  (the
"Company"), and that the following resolutions were adopted at  a
meeting of the Board of Directors of the Company held on July 26,
2000, and such resolutions have not been rescinded or modified in
any fashion:

     WHEREAS, the Board of Directors has reviewed a draft of
     the  Company's Registration Statement on Form S-8  with
     respect  to the registration of 300,000 shares  of  the
     Company's  common  stock to be  reserved  for  issuance
     under  the  Company's 2000 Incentive Stock Option  Plan
     for  Employees  (the "Registration Statement');  it  is
     therefore

     RESOLVED,  that the draft of the Registration Statement
     submitted to the Directors is hereby approved  in  form
     and substance, subject to any non-substantive revisions
     deemed  necessary or appropriate by Laurel L.  Grammig,
     the  Company's  Vice President, Secretary  and  General
     Counsel  or Thomas M. Donegan, Jr., the Company's  Vice
     President,  Assistant Secretary and  Assistant  General
     Counsel; and it is

     FURTHER RESOLVED, that the Chief Executive Officer  and
     the  Chief Financial Officer of the Company are  hereby
     authorized to sign the Registration Statement on behalf
     of the Company, either personally or through a power of
     attorney, and to cause the Registration Statement to be
     filed  with  the Securities and Exchange Commission  in
     accordance   with   the  rules   promulgated   by   the
     Commission; and it is

     FURTHER RESOLVED, that the appropriate officers of  the
     Company are hereby authorized and directed to take  all
     actions  they deem necessary or appropriate,  including
     the  payment of all necessary filing fees, to carry out
     the intent of the foregoing resolutions.


      IN  WITNESS  WHEREOF,  the undersigned  Secretary  has
executed this certificate this 27th day of July, 2000.


                               /S/ LAUREL L. GRAMMIG
                              ____________________________
                              Laurel L. Grammig
                              Secretary